Richard D. Kinder

About Richard D. Kinder

Richard D. Kinder, age 80, serves as Executive Chairman of Kinder Morgan, Inc. (KMI) and has been a director since 1999, transitioning from Chairman & CEO (1999–2015) to Executive Chairman in 2015 . He receives a base salary of $1 per year and reimburses the company for health care premiums paid on his behalf, underscoring a compensation design focused on ownership alignment rather than cash pay . Kinder beneficially owns 257,086,579 KMI shares (11.57% of outstanding), including 40,000,000 shares in a margin account pledged solely to fund additional KMI purchases (10,000,000 shares purchased under that arrangement by Mar 3, 2025), indicating substantial skin-in-the-game with pledge-related risk considerations . Company performance in 2024 featured DCF per share of $2.19 vs. a $2.26 target, Net Income of $2,720 million, and a KMI TSR value of $177.77 for a hypothetical $100 investment (peer group TSR $212.45) as disclosed in “Pay vs Performance” .

Past Roles

Organization	Role	Years	Strategic Impact
Kinder Morgan, Inc.	Chairman & Chief Executive Officer	1999–2015	Led KMI as CEO prior to becoming Executive Chairman; extensive familiarity with strategy, operations, and finances .
Kinder Morgan, Inc.	Executive Chairman	2015–Present	Chairs the Board; part of a three-member Office of the Chairman with CEO and President .
Kinder Morgan Management LLC (KMR)	Director, Chairman & Chief Executive Officer	2001–2014	Executive leadership across KMR .
Kinder Morgan GP LLC (KMGP)	Director, Chairman & Chief Executive Officer	1997–2014	Executive leadership across KMGP .
El Paso Pipeline GP Company, L.L.C. (EPB GP)	Director, Chairman & Chief Executive Officer	2012–2014	Executive leadership across EPB GP following KMI’s acquisition of EP .

External Roles

Organization	Role	Years	Strategic Impact
Not disclosed in 2025 proxy	—	—	The DEF 14A does not list current external public company directorships for Mr. Kinder .

Fixed Compensation

Component	2024 Value	Notes
Base salary	$1	Mr. Kinder receives a base salary of $1 per year .
Director fees	$0	Employees do not receive director compensation; non-employee director retainer is not applicable to Mr. Kinder .
Health premiums	Reimbursed by Mr. Kinder	Mr. Kinder reimburses KMI for health care premiums paid on his behalf .

Performance Compensation

Metric	Target (2024)	Actual (2024)	Payout Basis	Vesting
DCF per share	$2.26	$2.19	Executive component funded at a baseline 98% with individual adjustments based on performance .	RSUs for executives typically vest after 3 years if DCF per share for any four quarters in the period meets/exceeds a target; targets are published after vesting .
Net Debt-to-Adjusted EBITDA	3.9x	4.0x	Considered among factors for bonus pool funding (along with EHS/operational performance) .	Not applicable.
EHS & operational performance	Qualitative targets	Qualitative assessment	Considered in bonus pool funding .	Not applicable.

RSU design for executives (not applicable to Mr. Kinder): three-year cliff vesting; performance condition requires annualized DCF per share for any four quarters during the vesting period at/above target (target consistent with budget, disclosed post-vesting) . For awards that vested in 2024, the performance hurdle was $2.00 DCF per share and was achieved (vested on July 31, 2024 for applicable grants) .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	257,086,579 shares .
Ownership % of class	11.57% of 2,222,049,457 shares outstanding as of Mar 17, 2025 .
Spousal holdings	61,479 shares; Mr. Kinder disclaims beneficial/pecuniary interest in these shares .
Limited partnership holdings	11,812,747 shares; Mr. Kinder controls voting/disposition and disclaims 99% of any beneficial/pecuniary interest .
Shares pledged	40,000,000 shares held in a margin account and pledged solely to purchase additional KMI shares; 10,000,000 shares purchased under this arrangement by Mar 3, 2025 .
Stock ownership guidelines	Directors 3x retainer; CEO 6x salary; other executives 2x salary. All directors and executive officers were in compliance as of Jan 2025 (new directors within the 5-year transition) .
Pledging policy	Prohibits holding in margin accounts or pledging for directors/executives and household members, except for holdings exceeding guideline minimums or with no pecuniary interest; designed to allow flexibility for significant excess ownership .
Registration rights	Mr. Kinder retains demand registration rights for resales of shares issued upon conversion of Class A/B shares (at least $200 million aggregate value, or remaining shares); holdbacks apply in large offerings; successor must assume obligations; indemnities provided .

Employment Terms

No employment agreements: KMI has no employment agreements with its executive officers; severance is under the same plan as non-union employees .
Severance plan: Eligible upon job elimination or termination not for cause; capped at six months of annual base salary (de minimis for Mr. Kinder given his $1 salary) .
Clawback policy: Executive compensation clawback policy effective Dec 1, 2023 to comply with NYSE/SEC rules; prior policy since 2017; embedded into equity plan .
Insider trading policy: Prohibits hedging and standing/limit orders (except intra-day or pre-approved 10b5-1 plans); governs trading by directors/officers/employees .

Board Governance

Board service: Director since 1999; Executive Chairman since 2015 .
Leadership structure: Chairman and CEO roles separated since 2015; three-member Office of the Chairman (Executive Chairman, CEO, President) .
Independence: 8 of 11 directors standing for election are independent; audit/compensation/nominating committees composed entirely of independent directors .
Lead independent director: Michael C. Morgan; moderates executive sessions and leads CEO performance evaluation .
Committees: Audit (chair Reichstetter; three members designated financial experts), Compensation (chair Macdonald until retirement; members Reichstetter, Shaper, Smith), EHS (chair Vagt), Nominating & Governance (chair Gardner) .
Attendance: Board held seven meetings in 2024; average attendance over 97%; Mr. Kinder generally attends regular meetings of each committee .
Executive sessions: Non-employee directors meet regularly without senior management .

Director Compensation

Item	Detail
Non-employee director retainer (2024)	$235,000 annual cash retainer; option to elect shares in lieu of cash; no additional meeting/committee fees .
Non-employee director retainer (2025)	Increased to $250,000 .
Employee directors	Employees do not receive director compensation; Mr. Kinder’s compensation remains a $1 base salary .

Compensation Peer Group (Benchmarking)

Peer Companies (2024 compensation decisions)
CenterPoint Energy, Inc.; ConocoPhillips Company; Dominion Energy Inc.; Duke Energy Corporation; Enbridge Inc.; Energy Transfer LP (affiliates included); Enterprise Products Partners LP; EOG Resources, Inc.; Marathon Petroleum Corporation; NiSource Inc.; Occidental Petroleum Corporation; Phillips 66; Plains All American Pipeline L.P.; Sempra Energy; Southern Company; Targa Resources Corp. (affiliates included); TC Energy Corporation; Valero Energy Corporation; The Williams Companies, Inc. .

Peer Companies (2024 compensation decisions)

CenterPoint Energy, Inc.; ConocoPhillips Company; Dominion Energy Inc.; Duke Energy Corporation; Enbridge Inc.; Energy Transfer LP (affiliates included); Enterprise Products Partners LP; EOG Resources, Inc.; Marathon Petroleum Corporation; NiSource Inc.; Occidental Petroleum Corporation; Phillips 66; Plains All American Pipeline L.P.; Sempra Energy; Southern Company; Targa Resources Corp. (affiliates included); TC Energy Corporation; Valero Energy Corporation; The Williams Companies, Inc. .

Say‑On‑Pay & Shareholder Feedback

Say‑on‑pay approval: Over 94% support at the 2024 Annual Meeting .
Engagement and proposals: A 2024 stockholder proposal to set scope 1/2 emissions targets received 31% support; KMI enhanced ESG disclosures and continues engagement with top investors on governance/compensation/ESG topics .

Performance & Track Record (Context for alignment)

Metric	2020	2021	2022	2023	2024
KMI TSR (Value of $100)	$69.23	$85.67	$103.86	$108.12	$177.77
Peer Group TSR (Value of $100)	$76.64	$106.08	$128.92	$147.00	$212.45
Net Income ($mm)	$180	$1,850	$2,625	$2,486	$2,720
DCF per share	$2.02	$2.40	$2.19	$2.10	$2.19

Insider Trading Signals (recent)

On Oct 27, 2025, Richard D. Kinder purchased 1,000,000 KMI shares (~$25.965 million), as reported via Form 4; post‑trade holdings referenced were 246,212,353 shares in related coverage, indicating continued accumulation by the Executive Chairman .
Mr. Kinder’s pledged 40,000,000 shares were used solely to purchase more KMI stock, which can signal confidence but introduces collateral and potential margin‑call risk if the stock were to materially decline .

Related Party Transactions & Protections

Approval policy: Related party transactions over $120,000 require review/approval by non‑interested Audit Committee members .
Shareholders agreement: Mr. Kinder retains specific registration rights; certain legacy provisions for sponsor investors have terminated .
Indemnification: KMI provides broad indemnification to directors/officers as permitted under Delaware law and maintains D&O insurance .

Risk Indicators & Red Flags

Pledging: 40,000,000 shares pledged as margin collateral (solely to buy additional shares); while permitted for holdings above guideline minimums, pledging can elevate forced‑sale risk; monitoring leverage and collateral levels is prudent .
Hedging: Prohibited for directors/executives (alignment positive) .
Legal proceedings: No material legal proceedings involving directors/officers (including Mr. Kinder) adverse to KMI disclosed .
Pay practices: Strong say‑on‑pay support (>94%) reduces governance risk around pay; clawback policy implemented per NYSE/SEC .

Compensation Structure Analysis (Kinder-specific)

Cash vs equity mix: Mr. Kinder’s cash compensation is de minimis ($1 salary); his incentives are primarily through significant stock ownership rather than performance‑paid equity awards .
Guaranteed vs at‑risk pay: No employment agreement and no special severance; any severance capped at six months of base salary — effectively de minimis for Mr. Kinder — lowering parachute risk .
Performance metrics: KMI’s executive incentives emphasize DCF per share, leverage, and EHS/operational metrics; RSUs have achievable performance hurdles tied to DCF, reinforcing operational cash flow focus over stock price momentum .

Board Service History, Committee Roles, Dual-Role Implications

Board tenure: Director since 1999; Executive Chairman since 2015 .
Committees: KMI’s committees are entirely independent; Mr. Kinder is not a committee member but generally attends regular committee meetings providing insights (independence preserved at committee level) .
Dual-role considerations: Separation of Chair and CEO roles since 2015, presence of a Lead Independent Director, and independent oversight structures mitigate concentration of authority; 8 of 11 directors are independent .

Investment Implications

Alignment: Mr. Kinder’s 11.57% stake and continued open‑market buying materially align his interests with shareholders, but pledged shares introduce leverage‑related risk; monitor margin exposure and any changes in pledge levels .
Governance: Separation of Chair/CEO, strong committee independence, a robust clawback, and >94% say‑on‑pay support reduce governance and compensation risk .
Incentive design: Company‑wide incentives centered on DCF per share and balance sheet leverage foster disciplined capital allocation; RSU vesting mechanics prioritize cash flow performance over stock price, which may dampen momentum‑driven behavior but support long‑term value creation .
Liquidity considerations: Kinder’s registration rights provide a mechanism for potential large‑scale share sales; while not inherently negative, investors should be attentive to any demand registrations that could affect float/supply dynamics .
Performance context: 2024 DCF per share modestly missed target and leverage was slightly above target, while TSR improved materially; continued backlog growth and disciplined metrics are key to future incentive payouts and long‑term returns .